Manufacturer's Serial No. 28607

================================================================================



 LEASE EXTENSION AND AMENDMENT AGREEMENT

 to

 Aircraft Lease Agreement

 This is a LEASE EXTENSION AND AMENDMENT AGREEMENT dated as of April 30,
2003 to the Aircraft Lease Agreement dated as of November 18, 1998 (the "Lease
Agreement") between AVIATION FINANCIAL SERVICES, INC. ("Lessor"), and COMPANIA
PANAMENA DE AVIACION, S.A. ("Lessee") as the Lease Agreement has been heretofore
supplemented, amended and modified by Lease Supplement No. 1 dated October 21,
1999 ("Lease Supplement No. 1"), by Letter Agreement No. 1 dated as of November
18, 1998 ("Letter Agreement No. 1") and by Letter Agreement No. 2 dated as of
March 8, 1999 ("Letter Agreement No. 2"), in each case between Lessor and Lessee
(the Lease Agreement as so supplemented, amended and modified is hereinafter
referred to as the "Lease").

 WHEREAS, the Lease is in respect of one Boeing 737-7V3 Aircraft
Manufacturer's Serial No. 28607 and Registration No. HP-1372CM, together with
two CFM International Model CFM 56-7B24 engines bearing manufacturer's serial
numbers 874969 and 874961 and certain related equipment (the "Aircraft"), and

 WHEREAS, Lessee and Lessor desire to extend the Term of the Lease and to
amend certain other terms thereof; and

 WHEREAS, capitalized terms used and not otherwise defined herein shall have
the meanings ascribed to them in the Lease.

 NOW THEREFORE, in consideration of the mutual covenants and agreements
contained herein, the parties hereto agree as follows: